US ENERGY CORP — Director's Dealing 2014

Apr 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2014-04-03

Reporting Person: LARSEN KEITH G (Director, CHAIRMAN & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-03	Common Stock	S	25000	$4.88	Disposed	441513	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	476031	Direct
Common Stock	122651	Indirect
Common Stock	238740	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$2.08	2023-06-30	Common Stock (65000)	65000	Direct
Stock Option (Right to Buy)	$2.52	2018-09-21	Common Stock (75000)	75000	Direct
Stock Options (Right to Buy)	$4.97	2017-07-26	Common Stock (150000)	150000	Direct
Stock Options (Right to Buy)	$3.86	2015-10-13	Common Stock (100000)	100000	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. These shares were sold in multiple transactions at prices ranging from $4.86 to $4.96, inclusive.

F2: As a result of the settlement of Mr. John L. Larsen's Estate, shares of U.S. Energy common stock were put into a Family Trust. Keith Larsen is John L. Larsen's son and serves as the Co-Trustee of a Family Trust.

F3: Shares held in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person.

F4: Includes shares held in ESOP accounts established to benefit members of the Reporting Persons 'Immediate Family', as that term is defined in Rule 16a-1(e), in accordance with Rule 16a-8(b)(2).

F5: Stock options granted under the Issuer's 2012 Equity Plan which vest in three (3) equal annual installments beginning one year from the grant date.

F6: Stock options grated under the Issuer's 2001 Incentive Stock Option Plan which vest in three (3) equal annual installments beginning September 22, 2009.

F7: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3.

F8: Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.